EMPLOYMENT AGREEMENT
                           --------------------

     This  AGREEMENT  is made as of July 19,  1996,  by and between  COMSAT
Corporation  ("COMSAT"),  a District of Columbia corporation,  and Betty C.
Alewine, a resident of the Commonwealth of Virginia (the "Executive").

     WHEREAS,  the COMSAT  Board of  Directors  (the  "Board")  elected the
Executive  as  President  and Chief  Executive  Officer and a member of the
Board (a "Director") on July 19, 1996;

     WHEREAS,  the Board  believes it to be in the best interests of COMSAT
to enter into this Agreement to ensure the Executive's  continuing services
to COMSAT; and

     WHEREAS,  COMSAT  desires  to  continue  to employ  the  Executive  as
President and Chief Executive Officer of COMSAT,  and the Executive desires
to continue such employment, on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  made herein,  and intending to be legally bound hereby,  COMSAT
and the Executive agree as follows:

     1.   Employment; Duties.
          ------------------

          (a)  Employment and  Employment  Period.  COMSAT shall employ the
Executive to serve as President  and Chief  Executive  Officer of COMSAT or
any successor entity for a period (the "Employment  Period")  commencing on
July  19,  1996  (the  "Effective  Date")  and  continuing  thereafter  for
successive  three-year terms from each successive day thereafter until July
19,  2003 unless  terminated  in  accordance  with the  provisions  of this
Agreement. Notwithstanding the foregoing, COMSAT may appoint another person
to serve as President  during the  Employment  Period.  In that event,  the
Executive's  title shall become Chief  Executive  Officer and the President
shall report to the Executive in her capacity as Chief  Executive  Officer.
The  appointment  of a President  shall not be deemed to  constitute  "Good
Reason" for purposes of Section 5 of this  Agreement.  Each 12-month period
ending on the anniversary date of the Effective Date is sometimes  referred
to herein as a "year of the Employment Period."

          (b) Offices,  Duties and  Responsibilities.  The Executive  shall
report directly and solely to the Board.  Throughout the Employment Period,
COMSAT shall cause  Executive to be nominated and  recommended for election
as a Director at each meeting of COMSAT shareholders at which directors are
to be elected and to be included as a  recommended  nominee for election in
any proxy provided to  shareholders  in connection  with such meeting.  The
Executive's   offices  initially  shall  be  located  at  COMSAT's  present
headquarters in Bethesda, Maryland. The Executive shall have all duties and
authority

<PAGE>

customarily  accorded  a  chief  executive  officer,   including,   without
limitation,  the lead  responsibility  with full  autonomy,  subject to the
customary  authority  and  direction  of the Board,  to manage the  overall
business and  operations  of COMSAT.  All employees of COMSAT shall report,
directly or indirectly,  to the Executive, and the Executive shall have the
authority to hire and fire all such  employees  within  established  budget
parameters,  provided that the Board shall  approve (i) any salary  actions
(including  hiring  decisions)  for  employees of COMSAT which result in an
annual salary in excess of the amount established by the Board from time to
time,  but in no event  less  than  $100,000,  and (ii) any  bonuses  to be
awarded to employees of COMSAT under the COMSAT Annual  Incentive Plan (the
"AIP")  or any  other  bonuses  to be  awarded  in  excess  of  the  amount
established by the Board from time to time. The  Executive's  management of
COMSAT  shall be (x) in  accordance  with the  policies  of the  Board  and
COMSAT's Policies and Procedures,  both as in effect from time to time, and
(y)  within  the  limits of an annual  budget  for  COMSAT  which  shall be
approved by the Board at least 30 days before the  beginning  of the fiscal
year  to  which  such  budget  relates.   If  the  Executive  proposes  the
expenditure of any amounts which exceed the  applicable  annual budgets for
COMSAT, such excess amounts shall not be committed to Executive's authority
unless and until specifically authorized and approved by the Board.

          (c)  Devotion  to  Interests  of COMSAT.  During  the  Employment
Period,  the Executive shall devote her best efforts and full business time
and attention to the performance of her duties  hereunder.  Notwithstanding
the  foregoing,  the Executive  shall be entitled to serve on the boards of
directors  of  non-profit  organizations  and,  commencing  on  the  second
anniversary  of the Effective  Date,  the boards of directors of for-profit
organizations that do not compete with COMSAT.  Prior to joining any boards
of  directors  in  addition  to  those on which  she is  serving  as of the
Effective  Date, the Executive shall consult with the Board to confirm that
such memberships  shall not  unreasonably or materially  interfere with the
performance of her duties hereunder.  In addition,  the Executive may speak
and write  independently,  if such activity does not conflict with the best
interests of COMSAT.  The Executive may keep all fees and other monies paid
for such outside board memberships and activities in accordance with COMSAT
corporate policy.

     2.   Compensation and Fringe Benefits.
          --------------------------------

          (a) Base  Compensation.  COMSAT  shall pay the  Executive  a base
salary ("Base Salary")  during the Employment  Period with payments made in
installments in accordance with COMSAT's  regular practice for compensating
executive personnel,  provided that in no event shall such payments be made
less frequently than twice per month. The Base Salary for the first year of
the  Employment  Period shall be $450,000.

                                    -2-

<PAGE>

Effective on July 19, 1997, the Base Salary shall be increased to $500,000.
Thereafter,  the  Base  Salary  for the  Executive  shall be  reviewed  for
increases each subsequent year during the Employment  Period commencing the
third year of the  Employment  Period.  Any further  Base Salary  increases
shall be approved by the Board in its sole discretion.

          (b) Bonus Compensation. The Executive will be eligible to receive
bonuses  ("Annual  Bonus")  during the  Employment  Period under the AIP in
accordance  with the  following  parameters:  (i) the target bonus for each
year during the Employment Period shall be 70% of Base Salary for achieving
100% of the  target  level  for the  performance  measures;  and  (ii)  the
performance  measures,  the relative weight to be accorded each performance
measure and the amount of bonus payable in relation to the target bonus for
achieving  more or less than 100% of the target  level for the  performance
measures shall be determined for each year during the Employment  Period by
the Committee on Compensation and Management  Development of the Board (the
"Compensation Committee") after consultation with the Executive. As part of
the consultation process set forth in the preceding sentence, the Executive
shall  prepare  before  the end of  each  fiscal  year  ending  during  the
Employment  Period a business  plan for COMSAT with respect to at least the
following  three-year  period.  The Board shall  consider  and approve such
plans on an annual basis,  subject to such  modifications  as are otherwise
consistent with this Agreement, and each fiscal year the current plan shall
be considered by the  Compensation  Committee as the basis for establishing
the bonus standards for such year with such reasonable modifications as the
Compensation  Committee may  reasonably  determine and which are consistent
with this Agreement.

          (c) Fringe Benefits.  The Executive shall continue to be entitled
to the fringe  benefits  for COMSAT  senior  executives  which she  enjoyed
immediately prior to the Effective Date, including (i) participation in the
COMSAT  Directors and  Executives  Deferred  Compensation  Plan, the COMSAT
Split Dollar  Insurance  Plan, the COMSAT  Educational  Grant Program,  the
COMSAT  Retirement  Plan, the COMSAT Savings and  Profit-Sharing  Plan, the
COMSAT 1995 Key Employee Stock Plan (the "Stock Plan"), the COMSAT Employee
Stock Purchase Plan,  the COMSAT health and disability  insurance  programs
and  the  COMSAT  financial  planning  program,  (ii)  an  annual  physical
examination  by  a  physician  of  her  choice  in  the  Washington,   D.C.
metropolitan  area  at  COMSAT's  expense,   and  (iii)   reimbursement  of
reasonable  expenses  incurred in connection with travel and  entertainment
related to COMSAT's  business  and  affairs.  The  Executive  also shall be
entitled to such additional fringe benefits as are made available to COMSAT
senior  executives  during the Employment  Period on a most favored nations
basis.  The  Executive  further shall be entitled to  reimbursement  of the
Executive's reasonable legal

                                    -3-

<PAGE>

fees and costs incurred in connection with the negotiation and execution of
this Agreement,  subject to a cap of $12,000.  COMSAT reserves the right to
modify or terminate from time to time the fringe  benefits  provided to the
senior management group.

          (d) Stock Options. On October 17, 1996 (the "Grant Date"), COMSAT
shall grant to the Executive  non-statutory  stock options (the  "Options")
under the Stock Plan to purchase  150,000 shares of COMSAT's  common stock,
without  par value  ("Common  Stock"),  at a  purchase  price  equal to the
average of the high and low selling  price of the Common  Stock as reported
under New York Stock Exchange-Composite Transactions on the Grant Date. The
Options  shall  carry a term of ten years and shall be  exercisable  by the
Executive in accordance with the following schedule: (i) 25% of the Options
on and after the first  anniversary  of the Grant Date;  (ii) an additional
25% of the Options on and after the second  anniversary  of the Grant Date;
and  (iii)  the  remaining  50%  of the  Options  on and  after  the  third
anniversary  of the Grant Date. The Options shall be represented by a stock
option agreement in the form customarily used by COMSAT for such agreements
which shall contain  appropriate  terms  consistent  with the provisions of
this Agreement.  During the Employment Period, the Executive may be granted
additional  non-statutory  stock options as determined by the  Compensation
Committee in its sole discretion.

          (e)  RSAs.  On  February  20,  1997,  COMSAT  shall  grant to the
Executive  20,000  Restricted  Stock Awards  ("RSAs") under the Stock Plan.
Such RSAs shall vest in accordance with (i) the  performance  standards for
the  two-year  performance  period  following  the date of grant  which are
adopted by the  Compensation  Committee for RSAs granted  generally on such
date,  and (ii) the following  schedule  thereafter for the portion of such
RSAs  which are  earned  during  the  performance  period:  (x) 20% of such
portion on and after  February  20,  2000;  (y) an  additional  40% of such
portion on and after  February 20, 2001;  and (z) the remaining 40% of such
portion on and after February 20, 2002.

          (f) RSUs. On the Grant Date,  COMSAT shall grant to the Executive
5,000 Restricted Stock Units ("RSUs") under the Stock Plan. Such RSUs shall
entitle the Executive to receive  "dividend  equivalents"  (when and in the
same amounts as dividends are paid on the Common  Stock) as provided  under
the Stock  Plan,  and shall vest three (3) years from the Grant Date if the
Executive is still employed by COMSAT at such time.

          (g) SERP.  The Executive  shall  continue to  participate  in the
COMSAT  Insurance and  Retirement  Plan for  Executives  (the "SERP").  Any
future  amendments  or changes to the SERP which  provide for a  reduction,
deferral or elimination  of benefits  payable to  participants  in the SERP

                                    -4-

<PAGE>


shall  expressly not apply to the Executive  unless the Executive  consents
otherwise.

     3.   Trade Secrets; Return of Documents and Property.
          -----------------------------------------------

          (a)  Executive   acknowledges  that  during  the  course  of  her
employment  she  will  receive   secret,   confidential   and   proprietary
information  ("Trade  Secrets") of COMSAT and of other companies with which
COMSAT does business on a confidential basis and that Executive will create
and develop  Trade  Secrets for the benefit of COMSAT.  Trade Secrets shall
include,  without  limitation,  matters  of a  technical  nature,  such  as
scientific and engineering secrets,  "know-how," formulae, secret processes
or machines,  inventions and computer programs (including  documentation of
such programs), and matters of a business nature, such as customer data and
proprietary  information about costs, profits,  markets, sales and customer
databases,  and other  information  of a similar  nature to the  extent not
available  to the  public,  and plans  for  future  development.  All Trade
Secrets  disclosed  to or  created by  Executive  shall be deemed to be the
exclusive  property  of COMSAT  (as the  context  may  require).  Executive
acknowledges  that Trade Secrets have  economic  value to COMSAT due to the
fact that Trade Secrets are not generally  known to the public or the trade
and that the  unauthorized  use or disclosure of Trade Secrets is likely to
be detrimental to the interests of COMSAT and its  subsidiaries.  Executive
therefore  agrees to hold in strict  confidence  and not to disclose to any
third party any Trade Secret  acquired or created or developed by Executive
during  the  term of this  Agreement  except  (i)  when  Executive  uses or
discloses  any  Trade  Secret  in the  proper  course  of  the  Executive's
rendition  of services  to COMSAT  hereunder,  (ii) when such Trade  Secret
becomes public knowledge other than through a breach of this Agreement,  or
(iii) when  Executive is required to disclose any Trade Secret  pursuant to
any valid legal process.  The Executive shall notify COMSAT  immediately of
any such  legal  process in order to enable  COMSAT to  contest  such legal
process's  validity.  After  termination of this  Agreement,  the Executive
shall not use or otherwise  disclose Trade Secrets unless such  information
(x) becomes public knowledge other than through a breach of this Agreement,
(y) is  disclosed  to the  Executive  by a third  party who is  entitled to
receive and disclose such Trade Secret,  or (z) is required to be disclosed
pursuant  to any valid legal  process,  in which case the  Executive  shall
notify  COMSAT  immediately  of any such  legal  process in order to enable
COMSAT to contest such legal process's validity.

          (b) Upon the  effective  date of  notice  of the  Executive's  or
COMSAT's  election to  terminate  this  Agreement,  or at any time upon the
request of COMSAT, the Executive (or her heirs or personal representatives)
shall  deliver to COMSAT (i) all  documents  and  materials  containing  or
otherwise  relating  to Trade  Secrets  or other  information  relating  to

                                    -5-

<PAGE>

COMSAT's business and affairs, and (ii) all documents,  materials and other
property belonging to COMSAT, which in either case are in the possession or
under  the   control   of  the   Executive   (or  her  heirs  or   personal
representatives).  The  Executive  shall be entitled  to keep her  personal
records  (including  Rolodex)  relating  to COMSAT's  business  and affairs
except to the extent those  contain  documents  or  materials  described in
clause (i) of the preceding sentence.

4.   Discoveries and Works. All discoveries and works made or conceived
by  the  Executive  during  her  employment  by  COMSAT  pursuant  to  this
Agreement,  jointly or with  others,  that  relate to  COMSAT's  activities
("Discoveries  and Works") shall be owned by COMSAT.  Discoveries and Works
shall include, without limitation, inventions, computer programs (including
documentation  of  such  programs),   technical  improvements,   processes,
drawings and works of authorship.  The Executive shall (a) promptly notify,
make full  disclosure  to, and execute and deliver any documents  requested
by, COMSAT to evidence or better assure title to such Discoveries and Works
in COMSAT,  (b) assist COMSAT in obtaining or maintaining for itself at its
own expense  United States and foreign  patents,  copyrights,  trade secret
protection or other  protection of any and all such  Discoveries and Works,
and (c)  promptly  execute,  whether  during  her  employment  by COMSAT or
thereafter, all applications or other endorsements necessary or appropriate
to maintain  patents and other rights for COMSAT and to protect their title
thereto.  Any  Discoveries  and Works  which,  within six months  after the
termination of the Executive's  employment by COMSAT, are made,  disclosed,
reduced to a tangible  or written  form or  description,  or are reduced to
practice  by the  Executive  and which  pertain  to work  performed  by the
Executive while with COMSAT shall, as between the Executive and COMSAT,  be
presumed to have been made during the Executive's employment by COMSAT.

     5.   Termination.  This Agreement shall remain in effect during the
Employment Period, and this Agreement and Executive's employment with COMSAT
may be terminated only as follows:

          (a) By the  Executive  at any  time  upon  forty-five  (45)  days
advance written notice to COMSAT for "Good Reason" (as defined  below).  In
such event or if the Executive's employment is terminated by COMSAT without
"cause" (as defined below),  the Executive shall be entitled to receive the
following  benefits  until the  earlier  of (i)  three  (3) years  from the
effective date of such termination,  or (ii) the later of (A) July 19, 2003
or (B) one year from such effective date: (i) her then current Base Salary;
(ii) an Annual  Bonus equal to seventy  percent  (70%) of her then  current
Base Salary;  and (iii) all other  benefits  provided  pursuant to Sections
2(c),  (d),  (e) and (f) of this  Agreement,  which shall be deemed to vest
fully and  immediately if subject to vesting.  The 

                                    -6-

<PAGE>

Executive shall have no obligation to seek other employment in the event of
her  termination  pursuant to this paragraph  (a), and any such  employment
shall not mitigate COMSAT's obligations hereunder.

          "Good  Reason"  shall  mean  any  of  the   following:   (I)  any
substantial  reduction  (except in connection  with the  termination of her
employment voluntarily by the Executive or by COMSAT for "cause" as defined
below) by COMSAT,  without the Executive's  express written consent, of her
responsibilities  as President and Chief Executive Officer of COMSAT;  (II)
any change in the  reporting  structure  set forth in Section  1(b)  above;
(III) any  reduction  in  Executive's  title;  (IV) any  relocation  of the
Executive's  offices  outside the  Washington,  D.C.  metropolitan  area by
COMSAT without the  Executive's  express written consent prior to the third
anniversary  of  the  Effective  Date;  (V)  any  material  default  of the
provisions of Section 2 of this Agreement  which  continues for twenty (20)
business  days  following  COMSAT's  receipt  of  written  notice  from the
Executive  specifying  the  manner in which  COMSAT is in  default  of such
provisions;  (VI) the  Executive is not reelected to or is removed from the
Board;  or (VII) any officer  superior to the  Executive  is  appointed  by
COMSAT.

          (b) By COMSAT at any time  upon ten (10) days  written  notice to
the  Executive,  and after an opportunity to discuss such decision with the
Board,  for  "cause."  For  purposes of this  Agreement,  COMSAT shall have
"cause" to terminate  the  Executive's  employment  hereunder  upon (i) the
continued and  deliberate  failure of the Executive to perform her material
duties,  in a manner  substantially  consistent with the manner  reasonably
prescribed by the Board and in accordance  with the terms of this Agreement
(other than any such failure  resulting from her incapacity due to physical
or mental illness),  which failure  continues for twenty (20) business days
following  the  Executive's  receipt  of  written  notice  from  the  Board
specifying  the manner in which the  Executive is in default of her duties,
(ii) the engaging by the Executive in intentional  serious  misconduct that
is materially and demonstrably injurious to COMSAT or its reputation, which
misconduct, if it is reasonably capable of being cured, is not cured by the
Executive  within  twenty (20)  business  days  following  the  Executive's
receipt of written notice from the Board specifying the serious  misconduct
engaged in by the  Executive,  (iii) the  conviction  of the  Executive  of
commission of a felony involving a crime of moral turpitude, whether or not
such felony was committed in connection with COMSAT's business, or (iv) any
material breach by the Executive of Section 7 hereof,  which breach,  if it
is reasonably  capable of being cured, is not cured by the Executive within
twenty (20) business  days  following  the  Executive's  receipt of written
notice from the Board  specifying the breach of Section 7 by the Executive.
If COMSAT shall terminate the Executive's  employment for "cause,"

                                    -7-

<PAGE>

COMSAT,  in full  satisfaction  of all of COMSAT's  obligations  under this
Agreement and in respect of the termination of the  Executive's  employment
with  COMSAT,  shall  pay the  Executive  her  Base  Salary  and all  other
compensation, benefits and reimbursement through the date of termination of
her employment.

          (c) If, prior to the  expiration or termination of the Employment
Period,  the Executive shall have been unable to perform  substantially her
duties by reason of  disability  or  impairment  of health for at least six
consecutive calendar months,  COMSAT shall have the right to terminate this
Agreement by giving sixty (60) days written notice to the Executive to that
effect,  but only if at the time such  notice is given such  disability  or
impairment  is still  continuing.  Following  the  expiration of the notice
period,  the  Employment  Period  shall  terminate  with the payment of the
Executive's  Base  Salary  for the  month in which  notice  is given  and a
prorated  Annual Bonus through such month.  In the event of a dispute as to
whether the Executive is disabled within the meaning of this paragraph (a),
or the  duration  of any  disability,  either  party may  request a medical
examination of the Executive by a doctor appointed by the Chief of Staff of
a hospital  selected by mutual agreement of the parties,  or as the parties
may otherwise  agree,  and the written medical opinion of such doctor shall
be conclusive  and binding upon the parties as to whether the Executive has
become  disabled and the date when such disability  arose.  The cost of any
such medical  examinations shall be borne by COMSAT. In no event shall this
Agreement  terminate before COMSAT's  long-term  disability  benefits under
applicable plans become payable to the Executive.

          (d) If, prior to the  expiration or termination of the Employment
Period, the Executive shall die, COMSAT shall pay to the Executive's estate
her Base Salary and a prorated Annual Bonus through the end of the month in
which the Executive's  death occurred,  at which time the Employment Period
shall terminate without further notice.

          (e) If either  the  Executive  or COMSAT  elects not to renew the
Executive's employment with COMSAT at the end of the Employment Period, the
Executive shall be entitled to receive payments under the SERP beginning on
August 1, 2003,  the first day of the month  after the end of such  period,
calculated  in  accordance  with the  provisions  of the plan  based on the
Executive's  retirement on that date,  provided that the Board reserves the
discretion to waive the applicable  early  retirement  reduction  under the
plan in such event.  If the  Executive's  employment with COMSAT under this
Agreement  is  terminated  either by the  Executive  for Good  Reason or by
COMSAT without "cause," the Executive shall be entitled to receive payments
under the SERP  beginning on June 1, 2003, the first day of the month after
the Executive's 55th birthday,

                                    -8-

<PAGE>

calculated  in  accordance  with  the  provisions  of  the  plan  as if the
Executive  retired  on that  date,  provided  that the Board  reserves  the
discretion to waive the applicable  early  retirement  reduction  under the
plan in such event.

     6.   Change of Control.
          -----------------

          (a) In the event that the Board in its sole discretion determines
that repeal of the ownership  restrictions  on COMSAT  capital stock in the
Communications  Satellite Act of 1962 is reasonably  imminent,  the parties
shall  negotiate  in good  faith to adopt a "change of  control"  provision
applicable  to this  Agreement  which  shall set forth (i) the events  that
shall  constitute  a  "change  of  control"  for  this  purpose,  (ii)  the
consequences  under this Agreement if such a "change of control" occurs and
(iii) such other terms and  conditions as the parties shall  mutually agree
to.

          (b)  Any  "change  of  control"   provisions  adopted  by  COMSAT
applicable to any COMSAT  benefits plans which provide for the  accelerated
vesting  and/or  payment of any  benefits for its senior  executives  shall
apply to the Executive to the same extent as other COMSAT senior executives
on a most favored  nations  basis with respect to the benefits  affected by
such COMSAT provisions.

     7.   Non-Competition.
          ---------------

          (a) As an inducement for COMSAT to enter into this Agreement, the
Executive agrees that for a period  commencing as of the Effective Date and
running through the earlier of (i) the end of the Employment  Period if the
Executive  remains employed by COMSAT for the entire  Employment  Period or
(ii) one year following termination of the Executive's employment by COMSAT
for "cause" as defined in Section 5(b) hereof,  or by the Executive for any
reason  (other  than Good  Reason,  in which  case the  provisions  of this
paragraph  (a)  shall  not  apply)  (the  "Non-Competition   Period"),  the
Executive shall not, without the prior written consent of the Board, engage
or  participate,  directly or indirectly,  as principal,  agent,  employee,
employer,  consultant,  stockholder,  partner  or in any  other  individual
capacity  whatsoever,  in the conduct or management of, or own any stock or
any  other  equity  investment  in  or  debt  of,  any  business  which  is
competitive with any business conducted by COMSAT.

          For the purpose of this Agreement, a business shall be considered
to be  competitive  with any  business of COMSAT  only if such  business is
engaged in providing  services or products (i) comparable to or competitive
with (A) any service or product  currently  provided  by COMSAT  during the
Employment Period; (B) any service or product which evolves from or results
from enhancements in the ordinary course during the Non-Competition  Period
to the  services  or  products  provided by

                                    -9-

<PAGE>

COMSAT as of the date hereof or during the  Employment  Period;  or (C) any
future  service or product of COMSAT as to which the  Executive  materially
and substantially participated in the development or enhancement,  and (ii)
to customers,  distributors  or clients of the type served by COMSAT during
the Non-Competition Period.

          (b)  Non-Solicitation  of Employees.  During the  Non-Competition
Period,  the Executive  will not (for her own benefit or for the benefit of
any person or entity  other than COMSAT)  solicit,  or assist any person or
entity other than COMSAT to solicit,  any officer,  director,  executive or
employee (other than an administrative  or clerical  employee) of COMSAT to
leave his or her employment.

          (c) Reasonableness;  Interpretation.  The Executive  acknowledges
and agrees,  solely for purposes of determining the  enforceability of this
Section 7 (and not for purposes of determining  the amount of money damages
or for any  other  reason),  that (i) the  markets  served  by  COMSAT  are
national and international and are not dependent on the geographic location
of executive  personnel or the businesses by which they are employed;  (ii)
the  length  of the  Non-Competition  Period  is  linked to the term of the
Employment  Period and the severance  benefit provided for in Section 5(a);
and (iii) the above covenants are manifestly  reasonable on their face, and
the parties expressly agree that such restrictions have been designed to be
reasonable and no greater than is required for the protection of COMSAT. In
the event that the  covenants in this Section 7 shall be  determined by any
court of competent jurisdiction in any action to be unenforceable by reason
of  their  extending  for too  great a period  of time or over too  great a
geographical  area or by reason of their being too  extensive  in any other
respect,  they shall be  interpreted to extend only over the maximum period
of time  for  which  they  may be  enforceable,  and/or  over  the  maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other  respects as to which they may be  enforceable,  all as
determined by such court in such action.

          (d)  Investment.  Nothing  in this  Agreement  shall be deemed to
prohibit  the  Executive  from  owning  equity or debt  investments  in any
corporation,  partnership or other entity which is competitive with COMSAT,
provided that such  investments (i) are passive  investments and constitute
five percent (5%) or less of the outstanding  equity  securities of such an
entity the equity  securities of which are traded on a national  securities
exchange or other public market, or (ii) are approved by the Board.

     8.  Indemnification;  Liability  Insurance.  The  Executive  shall  be
entitled to indemnification and coverage under COMSAT's liability insurance
policy for directors and officers to the same extent as other directors and
officers of COMSAT.

                                   -10-

<PAGE>

In addition,  the  Executive  shall be  indemnified  to the maximum  extent
permitted by law of the jurisdiction in which COMSAT is incorporated, as it
may be amended from time to time.

     9.   Enforcement.
          -----------

          (a) The Executive  acknowledges that a breach of the covenants or
provisions  contained in Sections 3, 4 and 7 of this  Agreement  will cause
irreparable  damage to COMSAT,  the exact amount of which will be difficult
to  ascertain,  and that the  remedies  at law for any such  breach will be
inadequate.  Accordingly,  the  Executive  agrees  that  if  the  Executive
breaches  or  threatens  to  breach  any of  the  covenants  or  provisions
contained  in  Sections  3, 4 and 7 of this  Agreement,  in addition to any
other remedy  which may be  available at law or in equity,  COMSAT shall be
entitled to seek specific  performance and injunctive  relief in a court of
competent jurisdiction after notice and a hearing.

          (b) The parties  expressly agree that any litigation  directly or
indirectly  arising  out of or  relating to this  Agreement,  including  an
action brought by COMSAT pursuant to paragraph (a) of this Section 9, shall
be brought in a court of competent jurisdiction in the State of Maryland.

     10.  Severability. Should any provision of this Agreement be determined
to be  unenforceable  or prohibited by any  applicable  law, such provision
shall  be  ineffective  to the  extent,  and  only to the  extent,  of such
unenforceability  or prohibition  without  invalidating the balance of such
provision  or  any  other  provision  of  this  Agreement,   and  any  such
unenforceability or prohibition in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     11.  Assignment.  The Executive's  rights and  obligations  under this
Agreement  shall not be assignable by the  Executive.  COMSAT's  rights and
obligations  under this Agreement  shall not be assignable by COMSAT except
as  incident  to  the  transfer,   by  merger  or  otherwise,   of  all  or
substantially  all of the  business  of  COMSAT.  In the  event of any such
assignment  by COMSAT,  all rights of COMSAT  hereunder  shall inure to the
benefit of the  assignee,  provided  that all  references  herein to COMSAT
shall be deemed to refer with equal  force and effect to any  corporate  or
other successor of COMSAT.

     12.  Notices.  All notices and other  communications which are required
or may be given  under  this  Agreement  shall be in  writing  and shall be
deemed to have been duly given when received if personally delivered;  when
transmitted if transmitted by telecopy,  electronic or digital transmission
method,  provided  that in such case it shall also be sent by  certified or
registered  mail,  return receipt  requested;  the day after it is sent, if
sent for next day delivery to a

                                   -11-

<PAGE>

domestic address by recognized  overnight  delivery service (e.g.,  Federal
Express); and upon receipt, if sent by certified or registered mail, return
receipt requested.  Unless otherwise changed by notice, in each case notice
shall be sent to:

          If to Executive, addressed to:

               Betty C. Alewine
               1742 Creek Crossing Road
               Vienna, Virginia  22182

          With a copy (not constituting notice) to:

               Williams & Connolly
               725 Twelfth Street, N.W.
               Washington, DC  20005
               Attention:  Robert B. Barnett, Esq.
               Telecopier No.:  (202) 434-5029


          If to COMSAT, addressed to:

               COMSAT Corporation
               6560 Rock Spring Drive
               Bethesda, MD 20817
               Attention:  Steven F. Bell
               Telecopier No.:  (301) 214-7134

          With a copy (not constituting notice) to:

               COMSAT Corporation
               6560 Rock Spring Drive
               Bethesda, MD 20817
               Attention:  Robert N. Davis, Jr.
               Telecopier No.:  (301) 214-7128

     13.  Miscellaneous.  This Agreement  constitutes the entire agreement,
and supersedes all prior agreements,  of the parties hereto relating to the
subject  matter  hereof,  and  there  are  no  written  or  oral  terms  or
representations  made by either party other than those contained herein. No
amendment,  supplement,  modification  or waiver of this Agreement shall be
binding unless  executed in writing by the party to be bound  thereby.  The
validity,  interpretation,  performance  and  enforcement  of the Agreement
shall be  governed  by the laws of the  State of  Maryland  without  giving
effect to  conflicts of laws  principles  thereof.  The headings  contained
herein are for reference  purposes only and shall not in any way affect the
meaning or interpretation  of this Agreement.  The waiver by any party of a
breach of any term or condition of this  Agreement by the other party shall
not  operate  as nor be  construed  as a waiver  of any  subsequent  breach
thereof  or a waiver  of a breach of any other  term or  condition  of this

                                   -12-

<PAGE>

Agreement.  This  Agreement may be signed in two (2) or more  counterparts,
each of which shall  constitute an original but all of which together shall
form only a single instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                         /s/ Betty C. Alewine
                         __________________________________
                         Betty C. Alewine, Executive




                         COMSAT Corporation


                             /s/ C.J. Silas
                         By: ______________________________
                             C.J. Silas, Chairman



                                   -13-
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